Hilton / Blackstone Break-Up Fees: Not All Deals Close As Intended

Includes: BX, HLT-OLD
by: George Gutowski

Hilton Hotels Corp. (HLT-OLD) announced that it would pay Blackstone Group (NYSE:BX) $560 million if it receives a better offer and terminates a takeover agreement with the private equity company. Blackstone, which is buying Hilton for about $20 billion plus debt, would pay Hilton $660 million if it backs out of the deal.

Break-up fees are supposedly customary in takeovers and are written into the deal to ensure the two sides develop tunnel vision and remember to close the transaction. In this case, Blackstone has offered to pay $20B plus assume huge amounts of debt to acquire Hilton. Would there have been another bidder?

This deal will almost surely be reviewed by the Federal Trade Commission [FTC], which will most likely demand some form of change. In the political twilight of the last year of the current presidency, things can slip and the unexpected can happen. The powers that be are not that powerful, or are distracted planning their next move.

Private equity has become politicized. Populist politicians are calling for increased taxation. Hotel power is certainly becoming more concentrated.

There is an angry dog that wants to bite something in the private equity world.

What looks like a vanilla mega-deal may become a political football. The break fee may become an albatross. Blackstone may have to agree to terms or conditions that do not fit into their game plan. The break point of financial pain will be, of course, in the range of $660 million if Blackstone does not get enough of what it wants.

There is no law that says all deals must close as intended.